IGNITE E-Center Terms and Conditions
IGNITE E-Center is a partnership between Northeast Oregon Economic Development and the City of La Grande (“we,” “us,” or “Manager”), provides and manages an entrepreneurial resource center and collaborative coworking space located at 104 Depot Street, La Grande, OR 97850 (“IGNITE”).
The Mission of IGNITE is to “Facilitate the growth of entrepreneurs at all phases of their life cycles through resources, training, mentoring and coworking.”
When we accept you for membership, you will be allowed to use the IGNITE space and participate in events and programs we offer subject to the following terms and conditions (the “Terms”), your application for membership, and any other document incorporated by reference or later issued by us to clarify or supplement these Terms or your rights as an IGNITE member (these Terms constitute the “Agreement”). The Agreement is legally binding. For that reason, it’s a good idea for you to read these Terms before you use IGNITE. They will give you a sense of who we are, what we expect from you, and what you can expect from us. We’ve tried to write them in plain English and make them as straightforward as possible. However, sometimes the law requires us to say things using certain words or in a specific way, such as conspicuous all-cap text. The short version is this: We don’t take advantage of people, and we ask in return that you not take advantage of us. If you don’t agree to the Terms, you may not use IGNITE. 1.0. Membership in IGNITE A. Becoming a Member. IGNITE is a collaborative coworking and resource space that we manage. By signing this agreement and paying your monthly fee, you will become a member. Please check the box of the membership you are signing up for: Regular Member, $50/month Nonprofit Member, $40/month, name of nonprofit ________________
Student Member, $25/month, student ID required B. IGNITE's Services. Membership in IGNITE includes a right to use our coworking space and equipment and to attend events and other programs that we, in our sole discretion, choose to make available to members (the "Services"). Because we’re always working to improve IGNITE, the availability and scope of the Services are subject to change from time to time. C. Modifications to Terms and Conditions. We may make modifications, deletions, or additions to these Terms and, when we do, will provide you with notice of these changes by emailing them to the last email address provided by you in your profile or by posting a notice on the IGNITE website. Changes will be effective immediately upon notice, except that pricing and fee changes will be effective upon your next subscription period. If you do not agree to the changes, you may cancel your membership at any time, but please note that there are no refunds. D. Term of Membership. The term of your membership is determined by your Application.
Monthly Term. A monthly membership begins on the date stated in your Agreement and automatically renews for consecutive renewal terms of one calendar month on the first of the month until terminated as provided in this Agreement. The first month cost will be prorated based on the number of days remaining in the month.
Day-Passes. A Day-Pass is available for those needing to use the space on a limited basis. They are for the specific day that the pass is purchased. Day-Passes can be purchased on-site or pre-purchased on our website at: IGNITEmybusiness.org.
Assignment. Your membership is personal to you, and you may not assign or transfer your membership.
Termination. You may cancel your membership at any time by giving 7 calendar days of cancellation notice [email protected] We may suspend, convert, or terminate your membership, including your access to the IGNITE premises, at any time, for any or no reason, in our sole discretion.
Media Consent. We’re proud of our members and like to brag about you and the great things you’re doing. We take pictures and video recordings of our members at events and public gatherings inside IGNITE and publish them on social media and other marketing channels. It’s not practical for us to identify every member in every photo or video and obtain permission to use each member's image. For that reason, through this Agreement, you are acknowledging that we may take pictures and video recordings of you for marketing and promotional purposes. You authorize us to photograph, film, tape, digitally record, or otherwise create audio and video recordings, still images and/or textual descriptions, testimonials, and statements of you taken in public spaces in the applicable location (hereinafter the “Recordings”) without compensation or further permission. You authorize us to edit, modify, adapt and change the Recordings at our sole discretion, and to incorporate the Recordings into print publications, electronic publications, software, video games, movie or sound recordings, broadcasts, programs, or any other media (the “Publications”). You authorize us to use, reproduce, distribute, and license to others, the Recordings and Publications in any manner of media, and to use your name (including your legal name, alias, professional name, or nickname), likeness, voice, signature, biographic or other information in connection with these Recordings and Publications for worldwide commercial and non-commercial purposes. You relinquish all rights, title and interest you may have in any Recordings or Publications as modified or unmodified, and assign all rights, title and interest you may have in any Recordings and Publications to us. E. Membership Fees.
Payments. You must pay your membership fee when it is due electonically. Membership fees are non¬refundable. 7-days notice will be given for the cancellation of your membership. If your payment is returned for non-sufficient funds, a $35.00 fee will be charged to cover our bank charges. If the membership fee is past due by at least 5 days, we may terminate your membership immediately without notice. If we offer you additional Services for an additional fee, the fee for those Services is due prior to the date the benefits and services are provided unless you have made other written payment arrangements with us.
Fee Increases. We may increase your membership fee with 30 days’ notice of the fee increase. F. Community Standards
Volunteering. IGNITE believes that its community is one of its greatest values. For that reason, we ask our members to give back to our ecosystem. That can include your knowledge and skills by being available to help fellow members or by hosting a workshop. Our goal is that all members give back to the community.
Disputes Among Members. IGNITE’s greatest strengths are the diversity of its community and the varied experiences and perspectives of its members. Occasionally, misunderstandings and miscommunications may arise. If that happens, we strongly encourage members to communicate their concerns directly to one another and to attempt to resolve issues among themselves. That helps members learn and grow, which is what we want.
Anti-Harassment Policy. IGNITE is committed to providing an experience free from harassment based on race, creed, color, ethnicity, national origin, gender, gender expression, gender identity, sexual orientation, religion, disability, physical appearance, or any other legally protected class. We do not tolerate harassment at our events and in our space. If you believe you have experienced harassment, we encourage you to report it to the IGNITE staff.
Noise. Be courteous to the others around you. If you listen to music, use headphones. If you are a loud talker on the phone, lower your voice or see if you can use the conference room. If you are having a meeting, schedule the use of a conference room.
Pets. Animals are not allowed in the building unless they are service animals.
Smoking/Tobacco/Alcohol. Smoking of any substance or use of tobacco or nicotine products is not permitted. Alcohol is not permitted without a valid license and written permission.
Safety. We have installed locks, lighting, surveillance systems, and other security measures. Ultimately, you are responsible for deciding the times that you work and whether you are comfortable being in the space outside of standard business hours. We cannot guarantee your safety. If you have specific safety concerns, we encourage you to report them to the IGNITE staff.
Cooperation. From time to time, we may investigate actual, alleged or potential violations of these Terms. You agree to cooperate fully in any of these inquiries.
Respect Others’ Property. Do not take or use supplies or equipment that do not belong to you unless it is designated for common use. Do not enter or use items in designated desk spaces.
G. Facilities and Events
- Using IGNITE's Facilities. The benefits you receive as part of your membership include the non-¬exclusive right to use and occupy the portions of our premises designated for your membership level. Except for dedicated desks and offices, this is a community-use of space and all use is on a first-come, first-served basis. You may use IGNITE only for general office purposes and in compliance with applicable law. You will not impair or disrupt other members’ use and enjoyment of IGNITE. You are fully responsible for compliance with the Agreement by your staff and guests.
- Dedicated Desk Space. If your membership includes a dedicated desk space, we may move or revoke that designated space as our membership and facilities change and grow. You acknowledge that we can access the space as we deem necessary. We also want our office space full, so we reserve the right to take your designated space away if we notice that you are not here and that your office is empty for a lengthy period of time.
- Access Codes: We will provide you with a security code that will get you access to: 104 Depot Street. This security code is for your use only. Do not transfer or share it with anyone else.
- Food and Drink. We will do our best to keep the snack area stocked with coffee, tea and soda water. Feel free to bring in your own food and drinks. We will periodically discard non-labeled and perishable items.
- After Hours. We understand that not all members will want to work only within standard business hours, and as such we are open 24 hours a day and 7 days a week; however, IGNITE is a professional coworking space and is to be used solely for professional business purposes and activities and not for any personal purposes or activities. Members shall not conduct any activities in IGNITE, such as sleeping or cooking, that do not belong in a professional business environment.
- Guests. Feel free to bring guests to IGNITE for lunch, a meeting, or a brief visit. If they will be spending the day, they will need to purchase a day pass or become a member. Your guests are your responsibility at all times. You must ensure that they follow our rules, and you are responsible for their actions. We reserve the right to cancel your membership if your guest violates these Terms.
- Conference rooms: We have joint use of the La Grande Main Street Downtown conference room located in the adjacent office at 102 Depot Street. Regular members may use the conference room two hours per month as part of their membership fee. Additional hours may be reserved at a rate of $10/hour or $75/day. To be guaranteed use of the conference room, you will need to reserve it using the portal on our website at www.IGNITEmybusiness.org. La Grande Main Street Downtown and its clients have priority use of the conference space.
- Internet. Internet service is graciously provided by EONI. Speed is not guaranteed. We hate bad internet and will try to provide you the best service possible. You are not permitted to bring in your own router unless you have designated desk space and prior written consent.
- Printer/Copier/Scanner. One laser jet printer/canner/copier is available for shared use by our members. Please be courteous and limit yourself to normal use. Members are allowed to print 50 copies/month. If you need more copies than that, please use a professional printing service.
- Phones and AV Equipment. Phones are not provided. Members are expected to use their mobile phones or VOIP services such as Skype or Google Voice. The conference rooms are equipped with AV equipment.
- Parking. Parking is not included with your membership. You may purchase an annual parking permit from the City of La Grande. To inquire about parking, please visit the City’s website at: http://www.cityoflagrande.org/muraProjects/muraLAG/lagcity/index.cfm/city-offices/finance/municipal-court/.
- Damage. You may not damage or alter the IGNITE premises, subject to ordinary wear and tear, and you will not bring any hazardous materials or illegal substances to IGNITE. In particular, you will not alter or augment the data or power infrastructure. You agree to repair any damage to IGNITE caused by you, your staff, or your guests.
- Directory. We may make an online directory available for our members. Your name and membership status will be included in the directory, but you can edit your profile to determine what other information is shared. You may not use any member’s personally identifiable information for marketing or similar communications unless the member has indicated that he or she wishes to receive communications of that type. H. Limitations and Disclaimers
- Warranty Disclaimer. We provide our Services using a commercially reasonable level of skill and care, and we hope that the Services are helpful to you and your business, but there are certain things we don’t promise. And here is where we need to tell you some things that are important enough that we've put them in conspicuous text to call them to your attention: OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, WE DO NOT MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS, DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
- Relationship Between the Parties. We both agree that we are independent contractors, and that neither of us is the agent of the other. There is no exclusivity commitment from either of us to the other. Neither of us is prohibited from entering into agreements with third parties, including competitors of the other party, for services of the type covered by the Agreement.
- No Liability for Actions of Other Individuals. There are things that we can’t and won’t take responsibility for. If you reach out to us, we may try to help, but that should be considered a courtesy that we are performing and not an obligation we are taking on. You are solely responsible for your interactions and arrangements with other individuals, including other IGNITE members or their guests. We do not perform background checks on our members nor do we make representations or warranties as to (i) the conduct of other individuals at IGNITE; (ii), the accuracy or truthfulness of IGNITE members’ or their guests’ representations of who they are or expertise they claim to have; or (iii) your compatibility with current or future IGNITE members and their guests. We do not endorse, support or verify the facts, opinions, or recommendations of our users or members.
- No Liability for Third Party Products or Services. We may provide you from time to time with access to third party products or services, including access to advertisements from other third-party business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any third-party products, services, advertisements or other materials. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Services or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for these third-party services does not constitute provision of such third-party services by us, and you will look solely to the applicable third party for provision of the applicable third-party services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third-party services.
- Trademarks. You may not use the IGNITE name, logo, or other trademarks without our prior written consent, which will be subject to our ongoing supervision. We may use your trademarks only to identify you as a member of IGNITE.
- Not a Real Estate Lease. You do not have the exclusive right to use a particular desk or space within IGNITE unless your Agreement states otherwise. If your membership includes a reserved desk or office space, we may, in our sole discretion, relocate your desk or office space from time to time as necessary to accommodate IGNITE’s membership generally. IGNITE will remain in our sole and exclusive possession and control at all times, and your membership in IGNITE is not a real estate lease, and you are not a tenant. You agree and represent to us that you do not consider the Agreement a lease or yourself a tenant. In the event the law affords you any of the remedies or protections available to a tenant, you waive those remedies and protections to the maximum extent permitted by applicable law.
- Confidentiality. Neither you nor us makes any commitment of confidentiality to the other, or to the other members, as part of your membership, and you should limit your disclosure of information to us and the other members accordingly. You are responsible for using care to hold your private and confidential conversations in a private location.
- Limitation of Liability. If you have a disagreement with us, we’ll both agree to try to resolve it first by communicating with each other in good faith. We’re always open to hearing your possible solutions, and we want to work together. That said, whatever efforts are made to resolve a disagreement amicably, we do not forfeit any of our rights set forth in this Agreement by these efforts. In the event you have a legal claim against us, you agree that the maximum total amount of money you can recover cannot exceed the amount of fees you have paid during the twelve months prior to the date the claim arose, unless the legal claim is based on intentional misconduct or is for personal injury or death resulting from our negligence, recklessness or intentional misconduct. In addition, you agree that in no event are you entitled to recover any lost revenue, lost profits, damages for lost data, or any indirect or consequential loss or damages or any kind. You acknowledge that we have set our fees and entered into the Agreement in reliance on the limitations of remedies and liability stated in this Agreement, and that these limitations reflect an agreed allocation of risk between you and us. The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise, even if a limited remedy fails of its essential purpose. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.
- Indemnification and Release. You agree that if a third party asserts a legal claim against us or any of our employees, agents, or owners based on or related to your activities within IGNITE or any actual or alleged violation of the Agreement, you will pay all reasonable costs of defending the claim, including reasonable attorney fees, and any damages awarded to the third party or paid to the third party by us as a reasonable settlement. You agree that we may control the defense of the claim at our option, or we may require you to defend the claim directly. If we elect to control the defense of the claim, you will reimburse us for our reasonable defense costs and expenses as incurred. You also agree to release, waive, discharge, and covenant not to sue us from any and all legal claims whatsoever arising out of or related to any loss, damage, or injury, including death, that may be sustained by you, or to any property belonging to you, whether caused by the negligence of the us, or otherwise, while on the IGNITE premises.
- Class Action Waiver. You agree that if you assert a claim against us, you will do so only on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.
- Notices. Notices to us under this Agreement must be sent to Executive Director, NEOEDD at 101 NE First Street, Suite 100, Enterprise, OR 97828, with a copy to [email protected] We will send Notices directed to you at the primary address provided in the membership portal, or if no address is provided, at the address provided in your Application and a copy will be sent to your primary email address on file. Notices are deemed given, received and effective as of the date on which it is emailed or hand¬ delivered or on the third business day following the date on which it is mailed. Notices must be given in the English language. A party may change its address for notice by giving notice in the manner stated in this Section.
- Force Majeure. A party is excused from performance under the Member Agreement to the extent it is reasonably prevented from performing due to events beyond its control, such as fire, flood or other natural disaster, or unanticipated change in the law.
- Severability. In the event one or more of the terms of the Member Agreement or these Terms and Conditions is adjudicated invalid, illegal, or unenforceable, the adjudicating body may either interpret this Agreement as if such terms had not been included, or may reform such terms to the limited extent necessary to make them valid, legal or enforceable, consistent with the economic and legal incentives underlying the Agreement.
- Waiver. No rights or remedies arising in connection with this Agreement can be waived by a course of dealing between us, or by delay in exercising the right or remedy. Rights and remedies may only be waived by signing a written document that expressly identifies the right or remedy waived. Unless expressly stated in the waiver, a waiver of any right or remedy on one occasion will not be deemed a waiver of that right or remedy on any other occasion, or a waiver of any other right or remedy.
- Entire Agreement. This Agreement is the complete and exclusive agreement between the Parties regarding its subject matter and supersedes and replaces in its entirety any prior or contemporaneous agreement or understanding regarding the subject matter of this Agreement, written or oral.
Member Name Printed Date